Voyager Group Inc/Ca/ Sample Contracts

Voyager Group Inc/Ca/ – SHARED SERVICES AGREEMENT (August 18th, 2000)

EXHIBIT 10.4 SHARED SERVICES AGREEMENT by and between VOYAGER INTERNET GROUP . COM and VOYAGER GROUP INC Dated as of [ ], 2000 TABLE OF CONTENTS PAGE Section 1. Definitions; Rules of Construction1 1.1 Definitions 1 1.2 Other Terms 3 1.3 Rules of Construction 3 Section 2. Term 5 Section 3. Performance of Services by VIGC 5 3.1 General

Voyager Group Inc/Ca/ – INVESTORS' RIGHT AGREEMENT (August 18th, 2000)

EXHIBIT 10. 3. 2 INVESTORS' RIGHT AGREEMENT August 22, 1999 TABLE OF CONTENTS 1. Registration Rights 1 1.1 Definitions 1 1.2 Request for Registration 2 1.3 Company Registration 4 1.4 Form S-3 Registration 4 1.5 Obligations of the Company 5 1.6 Furnish Information 7 1.7 Expenses of Registration 7 1.8 Underwriting Requirements 8 1.9 Delay of Registration

Voyager Group Inc/Ca/ – INTELLECTUAL LICENSE AGREEMENT (August 18th, 2000)

EXHIBIT 10.6 VOYAGER INTERNET GROUP .COM INTELLECTUAL LICENSE AGREEMENT (VIGC as Licensor) This LICENSE AGREEMENT is entered into and is effective as of _____________ day of _________________, 1999 by and between Voyager Internet Group . Com a Nevada Corporation, having its principal place of business in Carlsbad Ca ("VIGC" or "Licensor"), and Voyager Group Inc a Delaware corporation, having its principal place of business in Carlsbad, Ca ("VYGP" or "Licensee"). RECITALS WHEREAS, VIGC provides, inter alia, information technology consulting and strategic business consulting services that help clients improve operations, transform customer relationships and build and enhance customer loyalty (as more fully described in Exhibit A to the Reorganization Agreement defined below, t

Voyager Group Inc/Ca/ – PREFERRED STOCK PURCHASE AGREEMENT (August 18th, 2000)

EXHIBIT 10.3 PREFERRED STOCK PURCHASE AGREEMENT Certificate of Incorporation. 1.1 Sale and Issuances of the Convertible Series "J" Preferred Stock and Royalty Certificate(s). (a) Subject to the terms and conditions of this Agreement, each Purchaser severally and not jointly agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser a Convertible Preferred Series "J" and the Royalty Certificate(s) such Purchaser's on Exhibit A to this Agreement. The purchase price of Stock and Royal together is $500.00 per share. The Company's Agreement with each Purchaser's is a separate Agreement, and the sales of the Stock and Royal certificate(s) to the Purchasers are separate sales. (b) The Stock, when and if issued upon conversion to common shares and Royal is hereinafter referred to as the "Securities."** * Stock-Convertible Preferred Ser

Voyager Group Inc/Ca/ – INTELLECTUAL PROPERTY LICENSE AGREEMENT (August 18th, 2000)

EXHIBIT 10.7 VOYAGER GROUP INC INTELLECTUAL PROPERTY LICENSE AGREEMENT (VYGP as Licensor) This LICENSE AGREEMENT is entered into and is effective as of _____________ day of ________________, 1999 by and between VYGP , a Delaware corporation, having its principal place of business in Ca ("VYGP" or "Licensor"), and VIGC, a Delaware corporation, having its principal place of business in Ca ("VIGC" or "Licensee"). RECITALS WHEREAS, VIGC provides, inter alia, information technology consulting and strategic business consulting services that help clients improve operations, transform customer relationships and build and enhance customer loyalty (as more fully described in Exhibit A to the Reorganization Agreement defined below, the "VYGP Business"); WHEREAS, pursua

Voyager Group Inc/Ca/ – TAX SHARING AND DISAFFILIATION AGREEMENT (August 18th, 2000)

EXHIBIT 10.5 TAX SHARING AND DISAFFILIATION AGREEMENT TAX SHARING AND DISAFFILIATION AGREEMENT dated as of _______, by and between Voyager Internet Group. Com, a Nevada corporation ("VIGC"), and Voyager group Inc, a Delaware corporation ("VYGP"). RECITALS WHEREAS, VYGP is a first tier Subsidiary of VIGC; WHEREAS, VIGC is the common parent of an affiliated group of corporations within the meaning of Section 1504(a) of the Code, which currently files consolidated federal income Tax Returns; WHEREAS, pursuant to the Reorganization Agreement dated as of __________________, 1999 by and between VIGC and VYGP (the "Reorganization Agreement"), VIGC has contributed to VYGP the Transferred Assets, and VYGP has assumed the Assumed Liabilities (as more fully described in the Reorganization Agreement, the "Contribution"), and VIGC will

Voyager Group Inc/Ca/ – 1999 STOCK INCENTIVE PLAN (August 18th, 2000)

EXHIBIT 10.1 VOYAGER GROUP INC 1999 STOCK INCENTIVE PLAN I. INTRODUCTION 1.1 PURPOSES. The purposes of the 1999 Stock Incentive Plan (the "Plan") of VYGP Corporation, a Delaware corporation (the "Company"), are to ( i ) align the interests of the Company's stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company's growth and success, ( ii ) advance the interests of the Company by attracting and retaining directors (including Non-Employee Directors), officers, other key employees, consultants, independent contractors and agents and ( iii ) motivate such persons to act in the long-term best interests of the Company's stockholders. 1.2 CERTAIN DEFINITIONS. "AGREEMENT" shall mean the written agreement evidencing an award hereunder between